Terms & Conditions
 

 

THIS AGREEMENT is made this day between (the “Client") and Gems Agency Limited, company number whose registered office is 104 Plymouth Road, Penarth, Vale of Glamorgan, CF64 2AA and whose address for service of notices is Studio 5, Stangate House, Penarth, Vale of Glamorgan, CF64 5DL (the “Agency” or “Agent”)

 

WHEREAS

 

  • The Client works in the Entertainment Industry;

 

  • The Client wishes to appoint the Agency to act as the Client’s exclusive agent in finding future work opportunities within the Entertainment Industry; and

 

  • The Agency is willing to act as the Client’s agent.

 

The parties hereby agree as follows:

 

  1. DEFINITIONS

 

The terms used throughout this Agreement shall have the following meanings:

 

“Act”

Employment Agencies Act 1973

“Agency Services”

using reasonable endeavours to find, facilitate and/or negotiate Engagements (primarily via the Publication) and (unless otherwise agreed by the Agency in writing) the collection of all income arising from Engagements during the Term, with Third Parties on behalf of the Client

“Booking”

the finalising of an agreement for the provision of the Client’s services to a Third Party.

“Client Earnings”:

all remuneration paid by a Third Party in respect of an Engagement. 

“Cooling off Period”

a 7 day period from the date on which the draft Profile is supplied by the Agency to the Client.

“Commencement Date”:

the date of this Agreement

“Commission”:

 10% of the Client’s Earnings paid to Client following a Booking, plus VAT.

“Engagement”:

any work and/or offers of employment within the Entertainment Industry found, obtained, arranged, facilitated or negotiated directly or indirectly by the Agent for the Client who is subsequently Booked by a Third Party.  “Engagement” includes “Related Engagements”.

“Entertainment Industry”:

includes but it is not limited to live theatre, television, radio broadcasting, online transmission,cinema and video films and programmes, digital works, recordings, original works, literary works, advertisements marketing, public speaking, public relations activities and all forms of related merchandise, promotion, advertising and commercial exploitation.

“Net Client Earnings”

Client Earnings less Commission.

“Profile”

the Client’s Profile, consisting of photographs and/or images and any relevant information including audio/video clips, e portfolio and CV submitted by the Client to the Agent.

“Publication”

means the publication of material whether in paper or electronic form (other than a programme service within the meaning of the Broadcasting Act 1990) which is for the purpose of providing Third Parties with information about Clients or Clients with information about potential Engagements

“Regulations”

the Conduct of Employment Agencies and Employment Business Regulations 2003 as amended by the Contract of Employment Agencies and Employment Businesses (Amendment) Regulations 2007 and 2010.

“Related Engagement”:

the commissioning of work of the same or similar nature to work previously given to the Client by the Third Party responsible for commissioning the initial Engagement. 

“Term”:

From the date the contract signed until notice by either party.

“Third Parties”

any third party which Books the services of the Client. 

 

 

  1. APPOINTMENT AND RESERVATIONS

 

2.1       The Agency is operating as an employment agency as defined in the Act and the Regulations. The Client appoints the Agency to act as its sole agent within the Entertainment Industry for the Term for the purposes of providing the Agency Services to the Client.

 

2.2       Without prejudice to the remaining provisions of this Agreement the Client reserves the right to accept or refuse any potential Engagement or any particular term of it providing that the Client states this to the Agent in unambiguous terms prior to entering into or authorising the Agent to enter into a contract with any Third Party.

 

2.3       The Client irrevocably authorises the Agency to sign agreements for Bookings on behalf of the Client and to receive Client Earnings.

 

3          CLIENT’S OBLIGATIONS

 

3.1       During the Term the Client:

 

  • shall faithfully carry out his/her obligations under any contract entered into for the provision of their services and do so to the best of his/her skill and ability and to act at all times in a professional and courteous manner, which includes attending assignments punctually;

 

  • shall ensure that the Agency receives all pertinent information relating to the Client’s Engagements to enable the Agency to update the Profile, and the Client is encouraged to regularly inspect the Publication which can be found at gems-agency.co.uk

 

  • warrants that all information provided to the Agency under this Agreement is true and accurate;

 

  • acknowledges that the only payment he/she is required to make to the Agency during the Term is, in exceptional circumstances, Commission where Client Earnings are paid direct to the Client by a Third Party;

 

  • understands that he/she has the right to cancel this Agreement during the Cooling Off Period;

 

  • acknowledges that the Agency is not able to guarantee that Bookings will be secured and that no representations have been made to him/her that Bookings will be forthcoming;

 

  • acknowledges that the appointment of the Agency under this Agreement is exclusive in the Entertainment Industry which means that the Client will not use another Agency for the purposes of securing Bookings without first terminating this Agreement. Nothing shall prevent the Client from taking up Engagements which he/she is offered directly by Third Parties provided that such Engagements are not via another agent and provided further that the Client will keep the Agency updated to the Client’s availability, so as to avoid double bookings.

 

  • agrees that his/her photograph and likeness, together with all other material supplied by the Client to the Agency may be used in the Profile and the Publication which may be distributed in all media and by all manner and means now known or invented in future;

 

  • warrants that exercise by the Agency of the right granted in h) above shall not breach the intellectual property, personal, proprietary or other rights of whatever nature of any third party; and

 

  • shall indemnify and keep indemnified the Agency at all times from and against all actions, claims, proceedings, demands, costs (including legal costs) awards or damages howsoever arising directly or indirectly as a result of any breach or non performance by the Client of the Client’s obligations, undertakings or warranties set out in this Agreement.  

 

 

  1. AGENT’S OBLIGATIONS

 

4.1       During the Term and subject to the performance by the Client of the Client’s obligations under this Agreement, the Agency shall:

 

  • provide the Agency Services in accordance with the terms of this Agreement;

 

  • negotiate in good faith on behalf of the Client with the objective of obtaining the best available terms for each Engagement;

 

  • not enter into any binding agreement on behalf of the Client without their prior consent;

 

  • provide the Client with guidance and advice specific to the Entertainment Industry;

 

  • distribute the Profile to any interested party with the objective of furthering the Agency Services;

 

  • update the Profile reasonably frequently;

 

  • use commercially reasonable efforts to collect the Client’s Earnings from Third Parties;

 

  • promptly pay to the Client all Net Client Earnings;

 

  • make available a draft of the Profile for the Client’s approval;

 

  • allow the Client seven days to object to or comment on the Profile and take account of any reasonable requirements of the Client; and

 

  • provide a copy of the Publication to the Client on request.

 

 

  1. 5. CLIENT EARNINGS AND COMMISSION

 

5.1       The Agency is authorised on a sole and exclusive basis to receive Client Earnings from Engagements. In consideration of the Agency Services provided by the Agency to the Client under this Agreement, the Client agrees to pay Commission to the Agency, but subject to clause 5.2 the Client shall not otherwise be charged for the Agency Services.

 

5.2      Commission shall be payable by the Client to the Agency in respect of all Engagements       including those the Booking of which occurred prior to the expiry or termination of this Agreement.

 

5.3       The Agent will send to the Client the Net Client Earnings no later than the end of the second business day on which the Client Earnings were actually received by the Agent (or if received by way of cheque made payable to the Agency the day on which such cheque clears). Alternatively, it shall place the net Client Earnings in a designated client account and shall send the Net Client Earnings to the Client within ten days beginning on the day the Client Earnings were received by the Agency (or if received by way of cheque made payable to the Agency the day on which such cheque clears)

 

 5.5      In the event that Client Earnings are paid direct to the Client by a Third Party, the Agency shall be entitled to invoice the Client in respect of the Commission due.

 

5.6       Net Client Earnings are held by the Agency as trustee for the Client  

 

 

 

  1. LIMITATION OF LIABILITY

 

 

  • The Agency shall not be liable to the Client for any indirect, special or consequential loss or damage, loss of profits, turnover, business opportunities or damage to goodwill.

 

  • The Agency’s total aggregate liability to the Client under this Agreement shall not exceed 100% of the Commission received by the Agency in the 12 months immediately preceding the event giving rise to liability.

 

  1. TERMINATION

 

7.1       This Agreement shall terminate forthwith upon service of written notice to that effect by the

other party:

 

  • if either of the parties fails to comply with any material terms of this Agreement and such failure, if capable of remedy, is not remedied within 14 days of receipt of a written notice of such failure from the other party

 

  • if the Agent goes into liquidation either compulsory or voluntary or a receiver is appointed in respect of the whole or any part of his assets or any judgement is made against the Agent

 

  • if either of the parties gives to the other not less than 90 days prior notice expiring at any time not earlier than one year after the Commencement Date

 

7.2       The Client shall be entitled to immediately terminate this Agreement without detriment or penalty at any point during the Cooling Off Period by giving notice to the Agency in writing. The Client shall not be charged the Commission should he/she terminate during the Cooling Off Period.

 

7.3       The expiry or termination of this Agreement shall be without prejudice to any rights and remedies which have already accrued to either of the parties under this Agreement.  Commission  which has fallen due shall continue to be payable. 

 

  1. 8. WARRANTY

 

Each of the parties warrants that it has the power to enter this Agreement and has obtained all necessary approval to do so.

 

  1. 9. FORCE MAJEURE

 

9.1       Save for either party’s payment obligations, the obligations of the parties shall be suspended for the duration of the event in the event of national emergency, war, prohibitive governmental regulation or if any other cause beyond the reasonable control of the parties (“Force Majeure Event”).  The affected party shall notify the other immediately in writing giving details of the Force Majeure Event. 

 

9.2       Upon the occurrence of a Force Majeure Event, all sums payable under this Agreement shall become immediately due.

 

9.3       In the event that a Force Majeure Event continues for a period of 30 consecutive days, either party may terminate this Agreement on 7 days written notice.

 

  1. 10. ENTIRE AGREEMENT

 

This Agreement contains the entire agreement between the parties as to the subject matter thereof and supersedes any prior agreement between the parties whether written or oral and any such prior agreements are cancelled as at the commencement date.

 

  1. VARIATION

 

No variation or amendment to this Agreement shall be valid unless signed in writing by an authorised representative of the parties.

 

  1. WAIVER

 

The failure by the Agency to enforce at any time or for any period any one or more terms or conditions of this Agreement shall not be a waiver of them or of the right at any time subsequently to enforce all terms and conditions of this Agreement.

 

 

  1. 13. SEVERABILITY

 

The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision hereof and, to that extent, the provisions of this Agreement shall be severable.

 

  1. 14. NOTICES

 

Any notices to be served on either of the parties by the other shall be sent by prepaid recorded delivery or registered post and shall be deemed to have been received by the addressee within 48 hours of posting.

 

  1. 15. NO PARTNERSHIP

 

The parties are not partners or joint ventures, nor is the Agent able to act as Agent of the Client save as authorised by this Agreement.

  1. 16. ASSIGNMENT

 

            This Agreement and all rights under it may be assigned or transferred by the Agency.

 

  1. THIRD PARTY RIGHTS

 

A person who is not party to this Agreement has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Agreement.

 

  1. 18. GOVERNING LAW AND JURISDICTION

 

This Agreement shall be governed by the laws of England and Wales and the courts in Cardiff, Wales shall have exclusive jurisdiction over any dispute arising out of, or in connection with, this Agreement.

 

 

 

 

SIGNED BY:                                                                                   (On behalf of the Agency)

 

 

 

 

SIGNED BY:                                                                                   (On behalf of the Client)  

 

 

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